SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by Registrant:                                  [X]
Filed by a Party other than the Registrant:           [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement                [ ] Confidential, for Use  of the
[X] Definitive Proxy Statement                     Commission Only (as)permitted
[ ] Definitive Additional Materials                by Rule 14a-6(e)(2)
[ ] Soliciting Materials Pursuant to Section 240.14a-11(c) or Section 240.14a-12

CompX International Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[X] No fee required.

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act  Rule
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

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4) Date Filed:

[LOGO GOES HERE]

CompX International Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697

April 14, 2004

To Our Stockholders:

You are cordially invited to attend the 2004 Annual Meeting of Stockholders
of CompX International  Inc., which will be held on Wednesday,  May 19, 2004, at
10:00 a.m.,  local time, at CompX's  corporate  offices at Three Lincoln Centre,
5430 LBJ Freeway, Suite 1700, Dallas, Texas. The matters to be acted upon at the
meeting are described in the attached  Notice of Annual Meeting of  Stockholders
and Proxy Statement.

Whether or not you plan to attend the meeting, please complete,  date, sign
and  return  the  enclosed  proxy  card  or  voting   instruction  form  in  the
accompanying  envelope  as  promptly  as possible to ensure that your shares are
represented and voted in accordance with your wishes.

Sincerely,

/s/ David A. Bowers
David A. Bowers
President and Chief Executive Officer

CompX International Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 19, 2004

To the Stockholders of CompX International Inc.:

NOTICE IS HEREBY GIVEN that the 2004 Annual  Meeting of  Stockholders  (the
"Meeting") of CompX International Inc., a Delaware corporation  ("CompX"),  will
be held on  Wednesday,  May 19,  2004,  at 10:00 a.m.,  local  time,  at CompX's
corporate offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas,
Texas for the following purposes:

(1) To elect seven directors to serve until the 2005 Annual Meeting of
Stockholders and until their successors are duly elected and qualified
or their earlier removal, resignation or death; and

(2) To transact such other business as may properly come before the Meeting
or any adjournment or postponement thereof.

The board of directors of CompX set the close of business on March 29, 2004
as the record date (the "Record Date") for the Meeting.  Only holders of CompX's
class A common stock,  par value $0.01 per share,  and class B common stock, par
value $0.01 per share,  at the close of business on the Record Date are entitled
to notice of, and to vote at, the Meeting. CompX's stock transfer books will not
be closed following the Record Date. A complete list of stockholders entitled to
vote at the Meeting will be available for  examination  during  normal  business
hours by any stockholder of CompX,  for purposes  related to the Meeting,  for a
period of ten days prior to the  Meeting at the place  where CompX will hold the
Meeting.

You are cordially invited to attend the Meeting. Whether or not you plan to
attend the Meeting in person,  please  complete,  date and sign the accompanying
proxy card or voting  instruction  form and return it promptly  in the  enclosed
envelope to ensure that your shares are represented and voted in accordance with
your wishes.  You may revoke your proxy by following the procedures set forth in
the accompanying proxy statement. If you choose, you may still vote in person at
the Meeting even though you previously submitted your proxy.

By Order of the Board of Directors,

/s/ A. Andrew R. Louis
A. Andrew R. Louis, Secretary

Dallas, Texas
April 14, 2004

CompX International Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697

______________________

PROXY STATEMENT
______________________

GENERAL INFORMATION

This proxy statement and the accompanying  proxy card or voting instruction
form are being furnished in connection  with the  solicitation of proxies by and
on  behalf  of the  board of  directors  (the  "Board  of  Directors")  of CompX
International Inc., a Delaware corporation ("CompX"), for use at the 2004 Annual
Meeting of  Stockholders  of CompX to be held on Wednesday,  May 19, 2004 and at
any adjournment or postponement thereof (the "Meeting"). The accompanying Notice
of Annual Meeting of Stockholders  (the "Notice") sets forth the time, place and
purposes of the Meeting.  The Notice,  this proxy  statement,  the  accompanying
proxy card or voting instruction form and CompX's Annual Report to Stockholders,
which  includes  CompX's  Annual  Report on Form 10-K for the fiscal  year ended
December 31, 2003 (the "Annual  Report"),  are first being mailed to the holders
of CompX's  class A common  stock,  par value  $0.01 per share  ("CompX  Class A
Common  Stock"),  and CompX"s  class B common  stock,  par value $0.01 per share
("CompX  Class B Common  Stock" and  collectively  with the CompX Class A Common
Stock, the "CompX Common Stock"),  on or about April 14, 2004. CompX's principal
executive offices are located at Three Lincoln Centre,  5430 LBJ Freeway,  Suite
1700, Dallas, Texas 75240-2697.

QUORUM, VOTING RIGHTS AND PROXY SOLICITATION

The record  date set by the Board of  Directors  for the  determination  of
stockholders entitled to notice of, and to vote at, the Meeting was the close of
business on March 29, 2004 (the "Record  Date").  As of the Record  Date,  there
were  5,124,780  shares of CompX Class A Common Stock and  10,000,000  shares of
CompX Class B Common Stock issued and  outstanding.  Each share of CompX Class A
Common  Stock  entitles  its holder to one vote on all matters to be acted on at
the Meeting. Each share of CompX Class B Common Stock entitles its holder to ten
votes  with  respect  to the  election  of  directors  and one vote on all other
matters to be acted on at the Meeting.  The presence,  in person or by proxy, of
the holders of a majority of the votes of CompX Common Stock entitled to vote at
the Meeting,  counted as a single class, is necessary to constitute a quorum for
the conduct of business at the  Meeting.  Shares of CompX  Common Stock that are
voted to abstain from any business coming before the Meeting and  broker/nominee
non-votes  will be counted as being in attendance at the Meeting for purposes of
determining whether a quorum is present.

If a quorum is present,  a plurality of the affirmative  votes of the CompX
Class A and Class B Common Stock, voting together as a single class, represented
and entitled to be voted at the Meeting,  is necessary to elect each director of
CompX. The accompanying proxy card or voting instruction form provides space for
a stockholder to withhold authority to vote for any of the nominees of the Board
of Directors.  Neither  shares as to which the authority to vote on the election
of directors has been withheld nor  broker/nominee  non-votes will be counted as
affirmative votes to elect director nominees to the Board of Directors. However,
since  director  nominees need only receive the vote of a plurality of the votes
represented  and  entitled  to  vote  at the  Meeting,  a vote  withheld  from a
particular nominee will not affect the election of such nominee.

Except as applicable  laws may otherwise  provide,  if a quorum is present,
the approval of any other matter that may properly  come before the Meeting will
require the affirmative vote of a majority of the votes represented and entitled
to vote at the  Meeting.  Shares of CompX Common Stock that are voted to abstain
from any other business coming before the Meeting and  broker/nominee  non-votes
will not be counted as votes for or against any such other matter.

Unless  otherwise  specified,  the agents  designated  in the proxy card or
voting  instruction  form will  vote the  shares  represented  by a proxy at the
Meeting  "FOR"  the  election  of the  nominees  for  director  of the  Board of
Directors  and, to the extent  allowed by the federal  securities  laws,  in the
discretion  of the agents on any other matter that may properly  come before the
Meeting.

Computershare Investor Services, L.L.C. or its successor ("Computershare"),
the transfer  agent and registrar for CompX Class A and Class B  Common Stock as
of the Record  Date,  has been  appointed by the Board of Directors to ascertain
the number of shares represented, receive proxies and ballots, tabulate the vote
and serve as inspector of election at the Meeting.

Each holder of record of CompX Common Stock giving the proxy  enclosed with
this  proxy  statement  may  revoke  it at any time  prior to the  voting at the
Meeting by delivering to  Computershare  a written  revocation of the proxy or a
duly executed  proxy bearing a later date or by voting in person at the Meeting.
Attendance by a  stockholder  at the Meeting will not in itself  constitute  the
revocation of such stockholder's proxy.

Employees  participating  in the CompX  Contributory  Retirement  Plan,  as
amended (the "CompX 401(k) Plan"),  who are  beneficial  owners of CompX Class A
Common Stock under such plan may use the  enclosed  voting  instruction  form to
instruct  the plan trustee how to vote the shares held for such  employees.  The
trustee will,  subject to the terms of the plan,  vote in  accordance  with such
instructions.

The Board of  Directors is making this proxy  solicitation.  CompX will pay
all  expenses  related to the  solicitation,  including  charges for  preparing,
printing,  assembling and distributing all materials  delivered to stockholders.
In  addition  to the  solicitation  by mail,  directors,  officers  and  regular
employees of CompX may solicit proxies by telephone or in person, for which such
persons will receive no additional  compensation.  CompX has retained  Georgeson
Shareholder  Communications,  Inc.  to aid in the  distribution  of  this  proxy
statement  and  related  materials  at a cost CompX  estimates  at $1,400.  Upon
request, CompX will reimburse banking institutions, brokerage firms, custodians,
trustees,  nominees and fiduciaries for their reasonable  out-of-pocket expenses
incurred  in  distributing  proxy  materials  and  voting  instructions  to  the
beneficial  owners of CompX  Class A Common  Stock  that such  entities  hold of
record.

CONTROLLED COMPANY

Valcor,  Inc.  ("Valcor")  directly holds 100% of the outstanding shares of
CompX Class B Common Stock as of the Record Date, which represents approximately
66.1% of the  outstanding  shares of CompX Class A and B Common Stock  combined.
Valcor is a wholly owned  subsidiary  of Valhi,  Inc.  ("Valhi").  TIMET Finance
Management  Company  ("TFMC") is a wholly owned  subsidiary  of Titanium  Metals
Corporation  ("TIMET").  TIMET is also related to Valhi. Valcor, TFMC, TIMET and
Valhi  are all  related  to  Contran  Corporation  ("Contran").  TFMC and  Valhi
directly hold  approximately  24.6% and 7.3%,  respectively,  of the outstanding
shares of CompX Class A Common Stock as of the Record Date  (approximately  8.3%
and 2.5%, respectively, of the combined voting power of the CompX Common Stock).
Together Valcor,  TFMC and Valhi hold approximately 76.9% of the combined voting
power of the  CompX  Common  Stock  (approximately  96.7%  for the  election  of
directors)  as of the Record  Date.  Harold C.  Simmons may be deemed to control
TFMC, TIMET, Valcor, Valhi and Contran.

Valcor,  TFMC and Valhi have each indicated  their  intention to have their
shares of CompX  Common  Stock  represented  at the  Meeting and voted "FOR" the
election of each of the  nominees  for  director of the Board of  Directors.  If
Valcor alone  attends the Meeting in person or by proxy and votes as  indicated,
the Meeting will have a quorum present and the  stockholders  will elect all the
nominees for the Board of Directors.

Because of the CompX  Common  Stock  ownership  of Valcor,  TFMC and Valhi,
CompX is considered a controlled  company under the listing standards of the New
York  Stock  Exchange  (the  "NYSE").  Pursuant  to  the  listing  standards,  a
controlled  company may choose not to have a majority of independent  directors,
independent  compensation,  nominating  or corporate  governance  committees  or
charters  for these  committees.  CompX has  chosen  not to have a  majority  of
independent  directors or an  independent  nominating  or  corporate  governance
committee. The Board of Directors believes that the full Board of Directors best
represents  the  interests  of  all  of  CompX's  stockholders  and  that  it is
appropriate  for all  matters  that  would  be  considered  by a  nominating  or
corporate governance committee to be considered and acted upon by the full Board
of Directors. Applying the requirements of the NYSE listing standards, the Board
of Directors has determined that three of its directors are independent and have
no material  relationship  with CompX.  While the members of CompX's  management
development and compensation  committee (the "MD&C Committee") currently satisfy
the independence  requirements of the NYSE listing  standards,  CompX has chosen
not to satisfy all of the NYSE listing  standards for a compensation  committee.
See "Meetings and Committees of the Board of Directors" for more  information on
the committees of the Board of Directors.  See also  "Stockholder  Proposals for
the 2005 Annual  Meeting" for a description  of CompX's  policies and procedures
for stockholder nominations of directors.

-2-

ELECTION OF DIRECTORS

The bylaws of CompX  provide that the Board of Directors  shall  consist of
one or more members as determined by the Board of Directors or the stockholders.
The Board of Directors has  currently set the number of directors at seven.  The
directors  elected at the Meeting will hold office until the 2005 Annual Meeting
of  Stockholders  and until their  successors  are duly elected and qualified or
their earlier removal, resignation or death.

All of the  nominees  are  currently  directors  of CompX  whose terms will
expire at the Meeting.  All of the nominees have agreed to serve if elected.  If
any nominee is not available for election at the Meeting,  a proxy will be voted
"FOR" an alternate nominee to be selected by the Board of Directors,  unless the
stockholder  executing such proxy withholds  authority to vote for such nominee.
The  Board of  Directors  believes  that  all of its  present  nominees  will be
available for election at the Meeting and will serve if elected.

THE  BOARD  OF  DIRECTORS  RECOMMENDS  A VOTE  "FOR"  THE  ELECTION  OF THE
FOLLOWING NOMINEES FOR DIRECTOR.

Nominees for Director. The respective nominees for election as directors of
CompX for  terms  expiring  at the 2005  Annual  Meeting  of  Stockholders  have
provided the following information.

Paul M. Bass, Jr., age 68, has been a director of CompX since 1997 and is a
member of CompX's audit committee and chairman of the MD&C  Committee.  Mr. Bass
also   serves  as  a  director  of  Keystone   Consolidated   Industries,   Inc.
("Keystone"), a steel fabricated wire products, industrial wire and carbon steel
rod company related to Contran.  From prior to 1999, Mr. Bass has served as vice
chairman of First Southwest  Company, a privately owned investment banking firm.
Mr. Bass is also chairman of the board of MACC Private Equities Inc. Mr. Bass is
currently  serving as  chairman  of the board of  trustees  of the  Southwestern
Medical Foundation.

David A.  Bowers,  age 66,  has  served  as  CompX's  president  and  chief
executive officer since 2002. He has also served as CompX's vice chairman of the
board  since  2000 and as a  director  of  CompX  since  1993.  Mr.  Bowers  has
continuously  served in various  executive  officer  positions  for CompX or its
predecessors  since prior to 1999. Mr. Bowers has been employed by CompX and its
predecessors  since 1960 in various  sales,  marketing and executive  positions,
having been named president of CompX's security products and related  businesses
in 1979. Mr. Bowers is a trustee and chairman of the board of Monmouth  College,
Monmouth, Illinois.

Keith R.  Coogan,  age 51, has served as a director of CompX since 2002 and
is the  chairman  of CompX's  audit  committee.  Mr.  Coogan is chief  executive
officer of  Software  Spectrum,  Inc.,  a global  business-to-business  software
services  provider  that is  currently  a  wholly  owned  subsidiary  of Level 3
Communications,  but from 1991 to 2002 was a publicly traded  corporation.  From
1990 to 2002, he served in various other executive officer positions of Software
Spectrum, including vice president of finance and operations and chief operating
officer.  Mr.  Coogan is also a director of Keystone  and  chairman of its audit
committee.

Edward J. Hardin, age 61, has served as a director of CompX since 1997. Mr.
Hardin  has been a  partner  of the law firm of  Rogers & Hardin  LLP  since its
formation in 1976.

Ann Manix,  age 51, has served as a director  of CompX  since 1998 and is a
member of CompX's audit committee and the MD&C  Committee.  Since prior to 1999,
Ms. Manix has served as a managing  partner of Ducker  Research  Corporation,  a
privately held industrial research firm.

-3-

Glenn R.  Simmons,  age 76,  has served as  chairman  of the board of CompX
since 2000 and a director  of CompX since 1993.  From  October  2000 to December
2000, Mr. Simmons served as chief  executive  officer of CompX.  Mr. Simmons has
been vice  chairman of the board of Valhi and Contran  since prior to 1999.  Mr.
Simmons  also  serves as  chairman  of the board of  Keystone;  as a director of
Valhi's  majority  owned  subsidiary,  NL  Industries,   Inc.  ("NL"),  and  its
subsidiary,  Kronos Worldwide,  Inc. ("Kronos  Worldwide"),  both engaged in the
manufacture  of  titanium  dioxide  pigments;  and as a  director  of TIMET,  an
integrated  producer of titanium  metals  products that is related to Valhi.  In
February 2004,  Keystone  filed a voluntary  petition for  reorganization  under
federal  bankruptcy laws. Mr. Simmons has been an executive  officer or director
of various  companies related to Contran since 1969. Mr. Simmons is a brother of
Harold C.  Simmons.  See footnote (4) to the  "Security  Ownership-Ownership  of
CompX" table below for a description of certain  entities that Harold C. Simmons
may be deemed to control, including, Contran, Valhi and CompX.

Steven L. Watson, age 53, has served as a director of CompX since 2000. Mr.
Watson has been chief executive  officer of Valhi since 2002 and president and a
director of Valhi and Contran  since prior to 1999.  Mr. Watson also serves as a
director of Keystone,  Kronos Worldwide,  NL and TIMET. Mr. Watson has served as
an  executive  officer or  director  of various  companies  related to Valhi and
Contran since 1980.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board of  Directors  held  three  meetings  and took  action by written
consent  in  lieu  of  a  meeting  on  two  occasions  in  2003.  Each  director
participated  in at  least  75% of all of the  2003  meetings  of the  Board  of
Directors  and its  committees  on which the director  served at the time. It is
CompX's  policy that each director  attend its annual  meeting of  stockholders,
which is generally  held  immediately  before the annual meeting of the Board of
Directors.  All members of the Board of Directors  attended  CompX's 2003 annual
stockholders meeting.

The Board of  Directors  has  established  and  delegated  authority to the
following two standing committees.

Audit Committee.  The audit committee  assists the Board of Directors'
oversight   responsibilities  relating  to  the  financial  accounting  and
reporting  processes and auditing processes of CompX. The  responsibilities
of the  audit  committee  are more  specifically  set  forth  in the  audit
committee charter attached as Appendix A to this proxy statement.  Applying
the requirements of the NYSE listing  standards and Securities and Exchange
Commission ("SEC") regulations,  as applicable,  the Board of Directors has
determined that

-  each member of the audit committee is financially literate and
independent and has no material  relationship with CompX; and

-  Mr. Keith R. Coogan is the "audit committee financial expert."

No member  of the audit  committee  serves on more than  three  public
company audit committees.  For further information on the role of the audit
committee,  see "Independent Auditor  Matters-Audit  Committee Report." The
current members of the audit committee are Keith R. Coogan (chairman), Paul
M. Bass, Jr. and Ann Manix. The audit committee held nine meetings in 2003.

Management  Development  and  Compensation  Committee.  The  principal
responsibilities  of the MD&C  Committee are to review and approve  certain
matters involving executive  compensation;  to take action or to review and
approve  certain  matters  regarding  CompX's  employee  benefit  plans  or
programs; to administer and grant awards under the CompX International Inc.
1997 Long-Term  Incentive Plan (the "1997 Plan"); to approve certain annual
incentive  compensation  awards;  and to review and  administer  such other
compensation  matters as the Board of  Directors  may  direct  from time to
time.  The Board of Directors has  determined  that each member of the MD&C
Committee is independent by applying the  requirements  of the NYSE listing
standards.  For further information on the role of the MD&C Committee,  see
"Report  On  Executive  Compensation."  The  current  members  of the  MD&C
Committee  are  Paul M.  Bass,  Jr.  (chairman)  and Ann  Manix.  The  MD&C
Committee held two meetings and took action by written consent in lieu of a
meeting on one occasion in 2003. The MD&C Committee does not have a written
charter.

The  Board of  Directors  is  expected  to elect  the  members  of the
standing  committees at the Board of Directors  annual meeting  immediately
following the Meeting.  The Board of Directors has previously  established,
and from time to time may establish,  other  committees to assist it in the
discharge of its responsibilities.

-4-

EXECUTIVE OFFICERS

Set forth below is certain  information  relating to the current  executive
officers of CompX. Each executive officer serves at the pleasure of the Board of
Directors.  Biographical  information with respect to Glenn R. Simmons and David
A. Bowers is set forth under "Election of Directors-Nominees for Director."

Name                   Age               Position(s)
----------------------------       ---   -----------------------------------------------------------------

Glenn R. Simmons............       76    Chairman of the Board
David A. Bowers.............       66    Vice Chairman of the Board, President and Chief Executive Officer
Darryl R. Halbert...........       39    Vice President, Chief Financial Officer and Controller
Scott C. James..............       38    Vice President

Darryl R.  Halbert  has served as CompX's  chief  financial  officer  since
December 2002 and as vice  president and  controller of CompX since August 2001.
From  1999 to 2001,  Mr.  Halbert  served  as  chief  operating  officer,  chief
financial officer and secretary of Image2Web,  Inc., a subsidiary of Micrografx,
Inc.

Scott C.  James  has  served  as vice  president  of CompX  since  2002 and
president of CompX Security  Products Inc., a wholly owned  subsidiary of CompX,
since 2002.  Since 1992,  Mr. James has served in various  sales,  marketing and
executive positions with CompX's security products operations.

-5-

SECURITY OWNERSHIP

Ownership of CompX.  The following  table and footnotes set forth as of the
Record Date the beneficial  ownership,  as defined by regulations of the SEC, of
CompX  Class A and Class B Common  Stock held by each person or group of persons
known to CompX to own  beneficially  more than 5% of the  outstanding  shares of
CompX Class A or Class B Common  Stock,  each  director of CompX,  each  current
executive officer of CompX named in the Summary Compensation Table in this proxy
statement (a "named executive  officer") and all current directors and executive
officers of CompX as a group. See footnote (4) below for information  concerning
individuals  and entities that may be deemed to own indirectly and  beneficially
those shares of CompX Common Stock that Valcor,  TFMC and Valhi  directly  hold.
All  information  is taken from or based  upon  ownership  filings  made by such
persons with the SEC or upon information provided by such persons.

CompX Class
A and Class
B Common
CompX Class A Common Stock         CompX Class B Common Stock       Stock
--------------------------------    ------------------------------    Combined
Amount and Nature of  Percent       Amount and Nature              Percent of
Beneficial         of Class        of Beneficial     Percent      Class 
Beneficial Owner                         Ownership (1)       (1)(2)          Ownership (1)    of Class     (1)(2)
-------------------------------     ----------------------  --------    --------------------  --------   -----------

Harold C. Simmons (3).........             82,300  (4)        1.6%                 -0-  (4)      -0-          *
Valcor, Inc. (3)...........                -0-  (4)         -0-          10,000,000  (4)     100%        66.1%
TIMET Finance Management
Company (3)..............          1,259,210  (4)        24.6%                -0-  (4)      -0-         8.3%
Valhi, Inc. (3)............            374,000  (4)         7.3%                -0-  (4)      -0-         2.5%
Spouse.....................             20,000  (4)          *                  -0-  (4)      -0-          *
----------                          -----------
1,735,510  (4)        33.9%         10,000,000  (4)     100%        77.6%

Dalton, Greiner, Hartman, Maher
& Co.......................            829,100  (5)        16.2%                -0-           -0-         5.5%
Rutabaga Capital Management...            795,710  (6)        15.5%                -0-           -0-         5.3%
Royce & Associates, LLC.......            482,200  (7)         9.4%                -0-           -0-         3.2%
MassMutual Institutional Funds
- MassMutual Small Cap Value
Equity Fund................            446,300  (8)         8.7%                -0-           -0-         3.0%
Yale University...............            295,350  (9)         5.8%                -0-           -0-         2.0%

Paul M. Bass, Jr..............             10,100  (10)         *                  -0-           -0-          *
David A. Bowers...............             96,000  (10)        1.8%                -0-           -0-          *
Keith R. Coogan...............              1,500               *                  -0-           -0-          *
Edward J. Hardin..............             13,600  (10)         *                  -0-           -0-          *
Ann Manix.....................              9,100  (10)         *                  -0-           -0-          *
Glenn R. Simmons..............             67,100  (4)(10)     1.3%                -0-           -0-          *
Steven L. Watson..............             17,600  (4)(10)      *                  -0-           -0-          *
Darryl R. Halbert.............              5,000  (10)         *                  -0-           -0-          *
Scott C. James................             25,864  (10)         *                  -0-           -0-          *
All current directors and
executive officers of CompX
as a group (9 persons) ....            245,864  (4)(10)     4.6%                -0-           -0-         1.6%

________________
* Less than 1%.

-6-

(1)  Except as otherwise noted, the listed entities,  individuals and group have
sole  investment  power  and sole  voting  power as to all  shares of CompX
Common  Stock set forth  opposite  their  names.  The  number of shares and
percentage  of  ownership  of CompX  Common  Stock for each person or group
assumes the exercise by such person or group  (exclusive of the exercise by
others) of stock  options that such person or group may exercise  within 60
days subsequent to the Record Date.

(2)  The percentages are based on 5,124,780 shares of CompX Class A Common Stock
outstanding as of the Record Date.

(3)  The  business  address  of  Valcor,  Valhi and  Harold C.  Simmons is Three
Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697. The
business  address of TFMC is 300 Delaware  Avenue,  9th Floor,  Wilmington,
Delaware 19801.

(4)  Valhi is the  direct  holder  of 100% of the  outstanding  common  stock of
Valcor.  TIMET is the direct holder of 100% of the outstanding common stock
of TFMC. Tremont LLC ("Tremont"), The Combined Master Retirement Trust (the
"CMRT"),  Harold C.  Simmons'  spouse and Valhi are the  direct  holders of
approximately  39.7%,  8.4%, 6.3% and 1.2% of the outstanding  TIMET common
stock,  par value $0.01 per share ("TIMET Common Stock").  The TIMET Common
Stock  ownership of Mr.  Simmons'  spouse is based on the 1,600,000  6 5/8%
Convertible   Preferred   Securities,   Beneficial  Unsecured   Convertible
Securities of TIMET  Capital  Trust I (the "BUCs") that she directly  owns,
which are convertible  into 214,240 shares of TIMET Common Stock. The TIMET
Common Stock ownership of Valhi includes 1,968 shares of TIMET Common Stock
that Valhi has the right to acquire  upon  conversion  of 14,700  BUCs that
Valhi directly holds.  The percentage  ownership of TIMET Common Stock held
by Mr.  Simmons'  spouse and Valhi assumes the full  conversion of only the
BUCS she or Valhi owns, respectively.

As of the Record Date,  Valhi holds,  directly and indirectly  through TFMC
and Valcor,  approximately  76.9% of the combined voting power of the CompX
Common  Stock  (approximately  96.7% for the  election  of  directors).  In
certain  instances,  shares of CompX Class B Common Stock are automatically
convertible into shares of CompX Class A Common Stock.

Valhi Group, Inc. ("VGI"), National City Lines, Inc. ("National"), Contran,
the  Harold  Simmons  Foundation,  Inc.  (the  "Foundation"),  the  Contran
Deferred  Compensation  Trust No. 2 (the "CDCT No. 2") and the CMRT are the
direct holders of  approximately  77.6%,  9.1%,  3.1%, 0.9%, 0.4% and 0.1%,
respectively,  of the outstanding  shares of Valhi common stock,  par value
$0.01 per share ("Valhi Common  Stock").  National,  NOA, Inc.  ("NOA") and
Dixie  Holding  Company  ("Dixie   Holding")  are  the  direct  holders  of
approximately  73.3%,  11.4% and 15.3%,  respectively,  of the  outstanding
common  stock  of  VGI.   Contran  and  NOA  are  the  direct   holders  of
approximately  85.7% and 14.3%,  respectively,  of the  outstanding  common
stock of National.  Contran and  Southwest  Louisiana  Land  Company,  Inc.
("Southwest")  are the  direct  holders of  approximately  49.9% and 50.1%,
respectively,   of  the  outstanding   common  stock  of  NOA.  Dixie  Rice
Agricultural Corporation,  Inc. ("Dixie Rice") is the direct holder of 100%
of the outstanding common stock of Dixie Holding.  Contran is the holder of
100% of the outstanding common stock of Dixie Rice and approximately  88.9%
of the outstanding common stock of Southwest.

Substantially all of Contran'  outstanding  voting stock is held by trusts
established for the benefit of certain children and grandchildren of Harold
C. Simmons (the  "Trusts"),  of which Mr.  Simmons is the sole trustee.  As
sole  trustee of the Trusts,  Mr.  Simmons has the power to vote and direct
the  disposition  of the shares of Contran  stock held by the  Trusts.  Mr.
Simmons, however, disclaims beneficial ownership of any Contran shares that
the Trusts hold.

Harold C. Simmons is the chairman of the board of Tremont,  Valcor,  Valhi,
VGI, National,  NOA, Dixie Holding,  Dixie Rice,  Southwest and Contran. By
virtue of the holding of the offices,  the stock ownership and his services
as trustee,  all as described  above,  Mr. Simmons may be deemed to control
certain of such entities,  and Mr. Simmons and certain of such entities may
be deemed to possess indirect  beneficial  ownership of the shares of CompX
Common  Stock  that  Valcor,  TFMC or Valhi  hold  directly.  Mr.  Simmons,
however, disclaims beneficial ownership of the shares of CompX Common Stock
beneficially owned, directly or indirectly, by any of such entities.

-7-

Harold C. Simmons'spouse is the direct  beneficial  owner of 20,000 shares
of CompX Class A Common Stock,  or  approximately  0.4% of the  outstanding
CompX Class A Common  Stock.  Mr.  Simmons may be deemed to share  indirect
beneficial  ownership  of such  shares.  Mr.  Simmons  disclaims  all  such
beneficial ownership.

Glenn R. Simmons and Steven L. Watson are directors and executive  officers
of Valhi and Contran.  Messrs. Glenn Simmons and Watson disclaim beneficial
ownership of any shares of CompX Common Stock  directly or indirectly  held
by Contran, Valhi or any of their subsidiaries.

The Foundation  directly holds approximately 0.9% of the outstanding shares
of Valhi Common Stock. The Foundation is a tax-exempt  foundation organized
for charitable purposes.  Harold C. Simmons is the chairman of the board of
the Foundation. Mr. Simmons, however, disclaims beneficial ownership of any
shares of Valhi Common Stock the Foundation holds.

The CDCT No. 2 directly holds  approximately 0.4% of the outstanding shares
of Valhi Common Stock. U.S. Bank National  Association serves as trustee of
the CDCT No. 2. Contran established the CDCT No. 2 as an irrevocable "rabbi
trust"  to  assist  Contran  in  meeting  certain   deferred   compensation
obligations that it owes to Harold C. Simmons. If the CDCT No. 2 assets are
insufficient to satisfy such obligations,  Contran must satisfy the balance
of such  obligations.  Pursuant  to the  terms of the CDCT  No. 2,  Contran
retains  the  power to vote the  shares  held by the  CDCT No.  2,  retains
dispositive  power  over  such  shares  and  may  be  deemed  the  indirect
beneficial  owner of such shares.  Mr.  Simmons,  however,  disclaims  such
beneficial  ownership  of  the  shares  beneficially  owned,   directly  or
indirectly,  by the CDCT No. 2,  except to the extent of his  interest as a
beneficiary of the CDCT No. 2.

The CMRT directly holds  approximately  8.4% of the  outstanding  shares of
TIMET  common  stock and 0.1% of the  outstanding  shares  of Valhi  Common
Stock.  Valhi  established the CMRT to permit the collective  investment by
master  trusts that maintain the assets of certain  employee  benefit plans
Valhi and related companies adopt. Harold C. Simmons is the sole trustee of
the CMRT and a member of the trust investment  committee for the CMRT. Paul
M. Bass,  Jr. is also a member of the trust  investment  committee  for the
CMRT.  Valhi's  board of  directors  selects the trustee and members of the
trust  investment  committee  for the  CMRT.  Harold C.  Simmons,  Glenn R.
Simmons and Steven L. Watson are members of Valhi's  board of directors and
along with David A. Bowers are  participants in one or more of the employee
benefit plans that invest through the CMRT. Each of such persons  disclaims
beneficial  ownership of the shares the CMRT holds, except to the extent of
his individual vested beneficial  interest,  if any, in the assets the CMRT
holds.

Valmont Insurance Company  ("Valmont"),  NL and a subsidiary of NL directly
hold  1,000,000,  3,522,967 and 1,186,200  shares,  respectively,  of Valhi
Common  Stock.  Valmont  is a wholly  owned  subsidiary  of Valhi.  NL is a
majority-owned  subsidiary of Valhi. Pursuant to Delaware law, Valhi treats
the shares that Valmont,  NL and NL's subsidiary  directly hold as treasury
stock for voting  purposes and for purposes of  calculating  the percentage
ownership of the outstanding  shares of Valhi Common Stock as of the Record
Date in this proxy statement such shares are not deemed outstanding.

A trust of which Harold C. Simmons and his spouse are  co-trustees  and the
beneficiaries  are the  grandchildren of his spouse is the direct holder of
4,760  shares of TIMET  Common  Stock.  Mr.  Simmons  disclaims  beneficial
ownership of these shares.

The business address of VGI, National,  NOA, Dixie Holding, the Foundation,
the CMRT and Contran is Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700,
Dallas,  Texas  75240-2697.  The  business  address  of  Dixie  Rice is 600
Pasquiere  Street,  Gueydan,  Louisiana  70542.  The  business  address  of
Southwest is 402 Canal Street, Houma, Louisiana 70360.

-8-

(5)  Based on  Amendment  No. 5 to Schedule  13G dated  February 4, 2004 Dalton,
Greiner, Hartman, Maher & Co. ("Dalton Greiner") filed with the SEC. Dalton
Greiner  has sole  voting  power  over  802,858  of these  shares  and sole
dispositive  power over all of these shares.  The address of Dalton Greiner
is 1100 Fifth Avenue South, Suite 301, Naples, Florida 34102.

(6)  Based on Amendment  No. 4 to Schedule 13G dated  February 4, 2004  Rutabaga
Capital  Management  ("Rutabaga")  filed  with  the  SEC.  Rutabaga  is  an
investment  advisor  that  has  sole  dispositive  power  over all of these
shares,  sole voting power over  319,260 of these shares and shared  voting
power over  476,450 of these  shares.  The  address of Rutabaga is 64 Broad
Street, 3rd Floor, Boston, Massachusetts 02109.

(7)  Based on  Amendment  No. 1 to Schedule  13G dated  January 30, 2004 Royce &
Associates,  LLC ("Royce") filed with the SEC. The address of Royce is 1414
Avenue of the Americas, New York, New York 10019.

(8)  Based on Amendment No. 1 to Schedule 13G dated February 7, 2000  MassMutual
Institutional Funds - MassMutual Small Cap Value Equity Fund ("MassMutual")
filed with the SEC.  These  shares  represent  shares  that the  MassMutual
Institutional  Funds  own for which  Massachusetts  Mutual  Life  Insurance
Company is an investment  advisor.  The address of MassMutual is 1295 State
Street, Springfield, Massachusetts 01111.

(9)  Based on a Schedule 13G dated  February 13, 2004 Yale  University  ("Yale")
filed with the SEC. Yale has shared voting and  dispositive  power over all
of these shares. The address of Yale is to the attention of the Investments
Office, 55 Whitney Avenue, 5th Floor, New Haven, Connecticut 06510-1300.

(10) The shares of CompX  Class A Common  Stock shown as  beneficially  owned by
such  person  include  the  following  number of shares such person has the
right to acquire upon the exercise of stock options granted pursuant to the
1997 Plan that such person may exercise  within 60 days  subsequent  to the
Record Date:

Shares of CompX Class A Common
Stock Issuable Upon the
Exercise of Stock Options
Name of Beneficial Owner         On or Before May 28, 2004
---------------------------     ------------------------------

Paul M. Bass, Jr...........                  6,600
David A. Bowers............                 72,000
Edward J. Hardin...........                  6,600
Ann Manix..................                  5,600
Glenn R. Simmons...........                 55,600
Steven L. Watson...........                 13,600
Darryl R. Halbert..........                  4,000
Scott C. James.............                 24,800

CompX  understands that Contran and related entities may acquire or dispose
of shares of CompX  Common Stock  through  open-market  or privately  negotiated
transactions, depending upon future developments, including, but not limited to,
the availability and alternative uses of funds, the performance of CompX Class A
Common Stock in the market,  an  assessment of the business of and prospects for
CompX,  financial and stock market  conditions and other factors deemed relevant
by such entities.  CompX may similarly consider  acquisitions of shares of CompX
Class A Common Stock and  acquisitions or  dispositions of securities  issued by
related entities.

-9-

Ownership of TIMET and Valhi.  CompX  directors and executive  officers own
equity  securities of certain CompX related  companies.  The following table and
footnotes  set forth the  beneficial  ownership,  as of the Record Date,  of the
shares of TIMET and Valhi  Common  Stock held by each  director  of CompX,  each
named  executive  officer and all current  directors and  executive  officers of
CompX as a group. All information is taken from or based upon ownership  filings
made by such persons with the SEC or upon information provided by such persons.

TIMET Common Stock               Valhi Common Stock
-------------------------------    -------------------------------
Amount and Nature    Percent of    Amount and Nature    Percent of
of Beneficial         Class         of Beneficial         Class
Name of Beneficial Owner            Ownership (1)         (1)(2)        Ownership (1)         (1)(3)
---------------------------------  -----------------    ----------    -----------------    ----------

Paul M. Bass, Jr.................     -0-                  -0-             -0-  (4)           -0-
David A. Bowers..................     -0-                  -0-             -0-  (4)           -0-
Keith R. Coogan..................     -0-                  -0-             -0-                -0-
Edward J. Hardin.................     -0-                  -0-           4,000                 *
Ann Manix........................     -0-                  -0-             -0-                -0-
Glenn R. Simmons.................   1,000  (4)(5)(6)        *           13,247  (4)            *
Steven L. Watson.................   3,050  (4)(5)           *          117,246  (4)(5)         *
Darryl R. Halbert................     -0-                  -0-             -0-                -0-
Scott C. James...................     -0-                  -0-             -0-                -0-
All current directors and
executive officers of
CompX as a group
(9 persons)...................   4,050  (4)(5)(6)        *          134,493  (4)(5)         *

________________
*  Less than 1%.

(1)  Except as  otherwise  noted,  the  listed  individuals  and group have sole
investment  power and sole voting power as to all shares set forth opposite
their names.  The number of shares and  percentage  of  ownership  for each
person or group assumes the exercise by such person or group  (exclusive of
others) of stock  options that such person or group may exercise  within 60
days subsequent to the Record Date.

(2)  The  percentages  are  based on  3,179,602  shares  of TIMET  Common  Stock
outstanding as of the Record Date.

(3)  The  percentages  are based on  119,466,678  shares of Valhi  Common  Stock
outstanding  as of  the  Record  Date.  For  purposes  of  calculating  the
outstanding shares of Valhi Common Stock as of the Record Date,  1,000,000,
3,522,967  and 1,186,200  shares of Valhi Common Stock held by Valmont,  NL
and a subsidiary of NL, respectively, are excluded from the amount of Valhi
Common Stock outstanding.  Pursuant to Delaware corporate law, Valhi treats
these excluded shares held by these majority owned subsidiaries as treasury
stock for voting purposes.

(4)  Excludes  certain  shares that such  individual may be deemed to indirectly
and  beneficially  own as to which  such  individual  disclaims  beneficial
ownership. See footnote (4) to the "Ownership of CompX" table.

-10-

(5)  The  shares  of  TIMET   Common  Stock  or  Valhi  Common  Stock  shown  as
beneficially  owned by such person or group include the following number of
shares such person or group has the right to acquire  upon the  exercise of
stock  options  granted  pursuant to TIMET or Valhi stock option plans that
such person or group may exercise  within 60 days  subsequent to the Record
Date:

Shares of TIMET Common Stock    Shares of Valhi Common Stock
Issuable Upon the Exercise     Issuable Upon the Exercise of
of Stock Options                  Stock Options
Name of Beneficial Owner               On or Before May 28, 2004       On or Before May 28, 2004
-----------------------------------------    ----------------------------    -----------------------------

Glenn R. Simmons.........................                1,000                              -0-
Steven L. Watson.........................                1,500                          100,000

(6)  The shares of Valhi  Common Stock shown as  beneficially  owned by Glenn R.
Simmons include 800 shares his wife holds in her retirement  account,  with
respect to which shares he disclaims beneficial ownership.

-11-

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
AND OTHER INFORMATION

Compensation  of  Directors.  Directors  of CompX who are not  employees of
CompX or its  subsidiaries  are  entitled  to  receive  compensation  for  their
services as directors.  Directors who received  such  compensation  in 2003 were
Paul M. Bass,  Jr.,  Keith R.  Coogan,  Edward J.  Hardin,  Ann Manix,  Glenn R.
Simmons and Steven L. Watson.

Prior to May 19, 2003,  nonemployee  directors received quarterly retainers
of $3,750,  plus a fee of $1,000 per day for  attendance  at  meetings  and at a
daily rate ($125 per hour) for other services rendered on behalf of the Board of
Directors or committees thereof.  Directors also received quarterly retainers of
$250 for each committee on which they served.

Beginning  on  May 19,  2003,   nonemployee  directors  received  quarterly
retainers of $5,000 plus a fee of $1,000 per day for  attendance at meetings and
at a daily rate  ($125 per hour) for other  services  rendered  on behalf of the
Board of Directors or committees  thereof.  Directors  also  received  quarterly
retainers of $500 for each  committee on which they served.  After May 19, 2003,
if any nonemployee director dies while serving on the Board of Directors, his or
her designated beneficiary or estate will be entitled to receive a death benefit
equal to the amount of the annual retainer then in effect.

Throughout  the  year,  CompX  reimbursed  its  nonemployee  directors  for
reasonable  expenses  incurred in attending  meetings and in the  performance of
other services rendered on behalf of the Board of Directors or its committees.

On  May  19,  2003,   the  Board  of  Directors  also  changed  the  equity
compensation  paid  to  the  nonemployee  directors.   The  Board  of  Directors
terminated  the annual grant of stock options to the  nonemployee  directors but
authorized a grant of shares of CompX Class A Common  Stock to each  nonemployee
director on the date of each annual  stockholders  meeting as  determined by the
following  formula based on the closing price of a share of CompX Class A Common
Stock on the date of grant.

Range of Closing Price Per    Shares of Class A Common
Share on the Date of Grant       Stock to Be Granted
--------------------------    ------------------------

Under $5.00                           2,000
$5.00 to $9.99                        1,500
$10.00 to $20.00                      1,000
Over $20.00                             500

As a result of the $5.55 per share  closing  price of CompX Class A Common Stock
on May 19,  2003,  each  nonemployee  director  received a grant of 1,500 shares
CompX Class A Common Stock.

-12-

Summary of Cash and Certain Other Compensation of Executive  Officers.  The
Summary  Compensation  Table set forth  below  provides  information  concerning
annual and long-term  compensation paid or accrued by CompX and its subsidiaries
for services  rendered to CompX and its subsidiaries  during 2003, 2002 and 2001
by CompX's  chief  executive  officer  and each of CompX's two other most highly
compensated  executive officers whose total salary and bonus or cost to CompX in
2003 exceeded $100,000.

SUMMARY COMPENSATION TABLE

Long Term
Compensation (1)
----------------
Awards
----------------
Annual Compensation (2)           Shares
Name and                 -----------------------------------    Underlying       All Other
Principal Position          Year     Salary          Bonus         Options (#)     Compensation
-----------------------------------  -----  -------------  -------------  ----------------  -------------

David A. Bowers....................  2003   $ 296,646      $ 175,000                -0-     $  19,024 (3)
Vice Chairman of the Board,          2002     258,750         80,000                -0-        21,281 (3)
President and Chief               2001     248,079         25,000             30,000        16,668 (3)
Executive Officer

Darryl R. Halbert (4)..............  2003     215,000 (4)        -0- (4)            -0-           -0- (4)
Vice President, Chief Financial      2002     136,930         60,000                -0-         5,335 (3)
Officer and Controller            2001      40,868         20,000             10,000           -0- (3)

Scott C. James (5).................  2003     178,075        100,000                -0-        19,024 (3)
Vice President                       2002     151,175         60,000                -0-        21,187 (3)

___________________________________

(1)  No shares of restricted stock were granted to the named executive  officers
nor payouts  made to the named  executive  officers  pursuant to  long-term
incentive  plans  during the last three years.  Therefore,  the columns for
such compensation have been omitted.

(2)  Other annual compensation for each of the named executive officers included
perquisites,  which  perquisites  were  less than the  level  required  for
reporting.  Therefore,  the column for other annual  compensation  has been
omitted.

-13-

(3)  All other compensation for 2003, 2002, and 2001 for Messrs. Bowers, Halbert
and James consisted of CompX's  matching  contributions to certain of their
accounts under the CompX 401(k) Plan and CompX's  contributions  to certain
of their  accounts  under the CompX  Capital  Accumulation  Pension Plan, a
defined contribution plan (the "CAP Plan"), as follows:

Employer's
CompX 401(k)    Employer's
Plan Matching    CAP Plan
Named Executive Officer           Year     Contributions  Contributions        Total
--------------------------------------    ----     -------------  -------------     -------------

David A. Bowers.......................    2003     $   8,426       $    10,598      $   19,024
2002         8,889            12,392          21,281
2001         7,194             9,474          16,668

Darryl R. Halbert.....................    2003           -0- (a)           -0- (a)         -0- (a)
2002         2,644             2,691           5,335
2001           -0-               -0-             -0-

Scott C. James........................    2003         8,426            10,598          19,024
2002         8,795            12,392          21,187

(a) Mr. Halbert became an employee of Contran effective January 1, 2003.

(4)  Mr.  Halbert  became an  executive  officer of CompX as of August 20, 2001.
Effective  January 1, 2003,  Mr.  Halbert became an employee of Contran and
now  provides   executive   officer  services  to  CompX  pursuant  to  the
intercorporate  services  agreement between Contran and CompX (the "Contran
ISA").  For 2003, the amount shown in the table as salary  compensation for
Mr. Halbert  represents the portion of the fees CompX and its  subsidiaries
paid to Contran pursuant to the Contran ISA attributable to the services he
rendered to CompX and its subsidiaries.

(5)  Mr. James became an executive officer of CompX as of August 31, 2002.

-14-

No Grants of Stock Options or Stock Appreciation Rights.  Neither CompX nor
any of its parent or  subsidiary  corporations  granted  stock  options or stock
appreciation rights ("SARs") to the named executive officers during 2003.

Stock Option Holdings.  The following table provides information concerning
the value of unexercised  stock options for CompX Class A Common Stock the named
executive  officers held as of December 31, 2003.  In 2003,  no named  executive
officer  exercised  any stock  options.  Neither  CompX nor any of its parent or
subsidiary corporations has granted any SARs.

DECEMBER 31, 2003 OPTION VALUES

Number of Shares Underlying     Value of Unexercised
Unexercised Options at       In-the-Money Options
Name               December 31, 2003 (#)      at December 31, 2003 (1)
----------------------  ---------------------------  ---------------------------
Exercisable   Unexercisable  Exercisable   Unexercisable
------------  -------------  ------------  -------------

David A. Bowers.......     64,000         31,000     $      -0-    $       -0-

Darryl R. Halbert.....      4,000          6,000            -0-            -0-

Scott C. James........     22,600         15,400            -0-            -0-

______________________

(1)  The aggregate amount is based on the difference  between the exercise price
of the individual stock options and the $6.40 per share closing sales price
of the CompX Class A Common  Stock as reported on the NYSE on December  31,
2003. In each case,  the exercise price per share for the stock options was
higher than $6.40.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides  summary  information  with respect to CompX's
equity compensation plans under which CompX's equity securities may be issued to
employees or nonemployees (such as directors,  consultants,  advisers,  vendors,
customers,  suppliers and lenders) in exchange for  consideration in the form of
goods  or  services.   The  1997  Plan,  which  has  been  approved  by  CompX's
stockholders, is the only such CompX equity compensation plan.

Column (A)                   Column (B)                   Column (C)
--------------------------    -------------------------    -------------------------
Number of Securities
Remaining Available for
Future Issuance Under
Number of Securities to be    Weighted-Average Exercise    Equity Compensation Plans
Issued Upon Exercise of       Price of Outstanding         (Excluding Securities
Outstanding Options,               Options,                   Reflected in
Plan Category               Warrants and Rights         Warrants and Rights               Column (A))
---------------------------     --------------------------    -------------------------    -------------------------

Equity  compensation  plans
approved     by    security
holders....................               618,500                      $17.28                       632,820

Equity  compensation  plans
not  approved  by  security
holders....................                   -0-                         -0-                           -0-

Total......................               618,500                      $17.28                       632,820

-15-

CODE OF BUSINESS CONDUCT AND ETHICS

CompX has adopted a code of business conduct and ethics that applies to all
of CompX's  directors,  officers  and  employees,  including  CompX's  principal
executive officer, principal financial officer, principal accounting officer and
controller. Any person may obtain a copy of the code, without charge, by sending
a written request to CompX's corporate  secretary at CompX  International  Inc.,
Three Lincoln Centre,  5430 LBJ Freeway,  Suite 1700, Dallas,  Texas 75240-2697.
Only the Board of  Directors  may amend the code.  The code will be available on
CompX's  website  at  www.compxnet.com  in  accordance  with  the  NYSE  listing
standards.  Only  CompX's  audit  committee  or other  committee of the Board of
Directors  with  specific  delegated  authority  may grant a waiver of the code.
CompX will  disclose  amendments  to, or waivers of, the code as required by law
and the applicable rules of the NYSE.

CORPORATE GOVERNANCE GUIDELINES

CompX intends to adopt  corporate  governance  guidelines  that will comply
with the NYSE listing  standards.  CompX will also make the  guidelines  and its
audit  committee  charter  available on CompX's website at  www.compxnet.com  in
accordance with the NYSE listing standards.  Any person will be able to obtain a
copy of the guidelines  (when adopted) or the audit committee  charter,  without
charge,  by sending a written  request to CompX's  corporate  secretary at CompX
International Inc., Three Lincoln Centre, 5430 LBJ Freeway,  Suite 1700, Dallas,
Texas 75240-2697.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange Act"), requires CompX's executive officers,  directors and persons who
own more than 10% of a registered  class of CompX's  equity  securities  to file
reports  of  ownership  with the SEC,  the NYSE and CompX.  Based  solely on the
review of the copies of such  forms and  representations  by  certain  reporting
persons, CompX believes that for 2003 its executive officers,  directors and 10%
stockholders  complied with all  applicable  filing  requirements  under Section
16(a),  except for one late Form 4 filing for Mr. Coogan due to  inadvertence by
CompX personnel.

-16-

REPORT ON EXECUTIVE COMPENSATION

During 2003,  CompX's  independent  directors,  consisting of Paul M. Bass,
Jr., Keith R. Coogan, and Ann Manix (the "Independent Directors"),  and the MD&C
Committee  administered  matters regarding the compensation of CompX's executive
officers.

Independent Director Determination

The Board of Directors,  with directors  other than  Independent  Directors
abstaining,  considered  and approved the terms of the Contran ISA,  pursuant to
which Contran provided to CompX,  among other services,  the services of CompX's
chief financial  officer and controller.  The amount of the fee CompX pays under
the Contran ISA with respect to the chief financial officer  represents,  in the
view of the Board of Directors,  the reasonable equivalent of "compensation" for
such services.  The fee Contran charged CompX for the chief financial  officer's
services  for  2003  is  reported  in his  2003  salary  column  in the  Summary
Compensation  Table set forth above. The Independent  Directors,  in considering
the fee CompX pays under the  Contran  ISA with  respect to the chief  financial
officer,  considered  the  overall  fee  charged  under the  Contran ISA for the
services Contran provides CompX. No specific formulas,  guidelines or comparable
positions were  considered in determining  the amount of such fee, nor was there
any specific  relationship between CompX's current or future performance and the
level of such fee.

MD&C Committee Determinations

The MD&C Committee reviews and approves compensation policies and practices
related to CompX's  executive  officers and certain other  employees,  including
stock-based compensation. See "Meetings and Committees of the Board of Directors
-  Management   Development  and  Compensation   Committee."  CompX's  executive
compensation system generally consists of two primary  components:  salary and a
discretionary  incentive  compensation award.  Through the use of the foregoing,
the MD&C Committee  seeks to achieve a balanced  compensation  package that will
attract and retain high quality key executives,  appropriately reflect each such
executive officer's individual  performance,  contributions,  and general market
value,  and provide  further  incentives to the  executive  officers to maximize
annual operating  performance and long-term stockholder value. In 2003, the MD&C
Committee made no separate determinations regarding cash compensation to be paid
to the chairman of the board or the chief financial  officer since these persons
were employees of Contran.

Annual Salaries

Annual base salaries for executive  officers of CompX have been established
on  a   position-by-position   basis.  The  chief  executive   officer  has  the
responsibility  to conduct annual internal  reviews of executive  officer salary
levels in order to rank  salary,  individual  performance  and job value to each
position.  The chief executive officer then makes  recommendations  on salaries,
other than his own,  to the MD&C  Committee.  The  chairman  of the board  makes
recommendations  on the chief executive  officer's salary to the MD&C Committee.
The MD&C Committee reviews the recommendations regarding changes in salaries for
executive  officers.  The  MD&C  Committee  may  take  such  action,   including
modifications   to  the   recommendations,   as  it   deems   appropriate.   The
determinations  of the MD&C  Committee  may be based on a  variety  of  factors,
including  a  subjective  evaluation  of past and  potential  future  individual
performance and contributions and alternative career opportunities that might be
available to the  executives.  The MD&C  Committee may also review  compensation
data from  companies  employing  executives in positions  similar to those whose
salaries were being  reviewed,  as well as market  conditions  for executives in
general  with  similar  skills,  responsibilities,  background  and  performance
levels,  both  inside and  outside of CompX's  businesses  (such  companies  may
include  companies  contained in the peer group index plotted on the Performance
Graph  following this report),  and other  companies with similar  financial and
business characteristics as CompX.

In December 2002, the MD&C  Committee  approved 2003 base salary  increases
for the chief  executive  officer and one other  executive  officer,  Mr.  Scott
James.  The MD&C Committee based its actions  regarding 2003 salaries  primarily
upon the chairman of the board's  recommendation  regarding the chief  executive
officer,  the chief executive officer's  recommendation  regarding Mr. James and
the MD&C Committee  members'  general business  knowledge.  In 2003, no specific
survey or study was utilized to make salary determinations.  The chief executive
officer's  2003 annual  salary was not based on any specific  measure of CompX's
financial performance.

-17-

Annual Incentive Compensation

In August 2002, the MD&C Committee determined that the amount of any annual
incentive  compensation to be paid to CompX's executive officers,  including the
chief executive officer, would be awarded on a year-end discretionary evaluation
of each such officer's performance, attitude and potential, rather than achieved
operating  income.  Accordingly,  the  MD&C  Committee  awarded  2003  incentive
compensation to certain of CompX's  executive  officers based on a discretionary
evaluation of each such officer's performance,  attitude and potential. The MD&C
Committee based its actions regarding 2003 incentive compensation primarily upon
the  chairman  of the  board's  recommendation  regarding  the  chief  executive
officer,  the chief  executive  officer's  recommendations  regarding  the other
executive officers and the MD&C Committee  members' general business  knowledge.
No specific overall performance  measures were utilized and there is no specific
relationship between overall performance  measures and an executive's  incentive
compensation.  Additionally, there is no specific weighing of factors considered
in the determination of incentive  compensation paid to executive officers.  The
2003  discretionary  bonuses the named executive officers received are disclosed
in the bonus column in the Summary Compensation Table set forth above.

Stock-Based Compensation

The MD&C  administers  matters  regarding the  stock-based  compensation of
CompX's executive officers. With regard to stock-based  compensation (e.g. stock
bonuses,  stock options,  restricted stock or stock appreciation  rights,  among
other types of stock-based compensation),  the MD&C Committee determines whether
to grant  stock-based  compensation  based  upon  the  chairman  of the  board's
recommendation  regarding  the chief  executive  officer,  the  chief  executive
officer's  recommendations  regarding the other executive  officers and the MD&C
Committee  members'  general  business  knowledge.  The MD&C  Committee does not
currently  anticipate  granting  stock-based  compensation  to anyone other than
annual grants of stock to CompX's  nonemployee  directors for their  services as
directors.

Defined Contribution Plans

The MD&C Committee also reviews and approves CompX's  discretionary  annual
contributions to the CAP Plan, a profit sharing defined  contribution  plan, and
the CompX 401(k) Plan.  Participants  of these plans are employees of certain of
CompX's domestic operations. Under the CAP Plan for the 2003 plan year, the MD&C
Committee  approved a  contribution  of 7.25% of 2003  earnings  before taxes of
CompX's National and Timberline  divisions and similar  contributions  for other
participants, subject to certain limitations under the Cap Plan and the Internal
Revenue Code of 1986, as amended (the  "Code").  Under the CompX 401(k) Plan for
the 2003 plan year, the MD&C Committee approved matching  contributions based on
each  participant's  business  unit that ranged  between 36% to 100% of the such
employee's  contribution,  subject to certain limitations under the CompX 401(k)
Plan and the  Code.  Certain  of the  named  executive  officers  received  such
contributions,  which are disclosed in the all other compensation  column in the
Summary  Compensation  Table set forth above.  For the 2003 plan year,  the MD&C
committee approved contributions to the CAP Plan and the CompX 401(k) Plan in an
aggregate amount of approximately $1.2 million,  subject to certain  limitations
of the Code and the respective plans.

-18-

Tax Code Limitation on Executive Compensation Deductions

In 1993, Congress amended the Code to impose a $1.0 million deduction limit
on  compensation  paid to the chief  executive  officer  and the four other most
highly compensated  executive  officers of public companies,  subject to certain
transition   rules  and  exceptions  for  compensation   received   pursuant  to
non-discretionary   performance-based   plans   approved   by   such   company's
shareholders.  It is CompX's  general policy to structure the  performance-based
portion of the  compensation of its executive  officers in a manner that permits
CompX to deduct fully such compensation.

The following  individuals  submit the foregoing report in their capacities
as indicated below:

Paul M. Bass, Jr.                    Ann Manix
Chairman of the MD&C Committee       Member of the MD&C Committee

Keith R. Coogan
Independent Director

-19-

PERFORMANCE GRAPH

Set  forth  below  is a line  graph  comparing  the  yearly  change  in the
cumulative  total  stockholder  return on CompX Class A Common Stock against the
cumulative total return of the Russell 2000 Stock Index and a self-selected peer
group of companies index for the period commencing December 31,  1998 and ending
December 31,  2003.  The  self-selected  peer group index is  comprised  of Bush
Industries,  Inc., Herman Miller,  Inc., HON Industries Inc.,  Interface,  Inc.,
Knape & Vogt Manufacturing Company, Leggett & Platt,  Incorporated and Steelcase
Inc. The graph shows the value at December 31 of each year  assuming an original
investment of $100 and the reinvestment of cash dividends to stockholders.

Comparison of Cumulative Return Among CompX International Inc.
Class A Common Stock, the Russell 2000 Stock Index
and a Self-Selected Peer Group Index

[PERFORMANCE GRAPH GOES HERE]

December 31,
----------------------------------------------
1998    1999    2000    2001    2002    2003
------  ------  ------  ------  ------  ------

CompX International Inc........   $100    $ 70    $ 35    $ 53    $ 36    $ 28

Russell 2000 Stock Index.......    100     121     118     121      96     141

Self-Selected Peer Group Index.    100      93      98     105      97     116

-20-

CERTAIN RELATIONSHIPS AND TRANSACTIONS

Relationships  with  Related  Parties.  As  set  forth  under  the  caption
"Security  Ownership,"  Harold C.  Simmons,  through  Contran,  may be deemed to
control  CompX.  CompX and other entities that may be deemed to be controlled by
or  affiliated  with  Mr.  Simmons   sometimes  engage  in  (a)   intercorporate
transactions  such as guarantees,  management and expense sharing  arrangements,
shared fee arrangements,  tax sharing agreements, joint ventures,  partnerships,
loans,  options,  advances  of funds  on open  account  and  sales,  leases  and
exchanges of assets,  including  securities issued by both related and unrelated
parties  and  (b)  common  investment  and  acquisition   strategies,   business
combinations,  reorganizations,  recapitalizations,  securities  repurchases and
purchases and sales (and other  acquisitions and  dispositions) of subsidiaries,
divisions or other business units, which transactions have involved both related
and  unrelated  parties  and have  included  transactions  that  resulted in the
acquisition  by one related party of a publicly held equity  interest in another
related  party.  CompX  considers,  reviews and evaluates and  understands  that
Contran and related entities consider,  review and evaluate  transactions of the
type described above. Depending upon the business, tax and other objectives then
relevant,  it is  possible  that  CompX  might be a party to one or more of such
transactions  in the  future.  In  connection  with these  activities  CompX may
consider  issuing   additional   equity   securities  or  incurring   additional
indebtedness.   CompX's  acquisition   activities  may  in  the  future  include
participation in the acquisition or restructuring  activities conducted by other
companies that may be deemed to be controlled by Mr.  Simmons.  It is the policy
of CompX to engage in transactions with related parties on terms, in the opinion
of CompX,  no less  favorable  to CompX than could be  obtained  from  unrelated
parties.

Certain  directors  or  executive  officers  of Contran,  Keystone,  Kronos
Worldwide, NL, TIMET and Valhi, also serve as directors or executive officers of
CompX.  Such  relationships  may lead to possible  conflicts of interest.  These
possible  conflicts  of  interest  may arise from the duties of loyalty  owed by
persons  acting  as  corporate  fiduciaries  to  two  or  more  companies  under
circumstances  in which such companies may have adverse  interests.  No specific
procedures  are in place that govern the treatment of  transactions  among CompX
and  its  related  entities,  although  such  entities  may  implement  specific
procedures  as  appropriate  for  particular  transactions.  In addition,  under
applicable  principles  of law, in the absence of  stockholder  ratification  or
approval by directors who may be deemed  disinterested,  transactions  involving
contracts  among  companies  under common  control must be fair to all companies
involved.  Furthermore,  directors owe  fiduciary  duties of good faith and fair
dealing to all stockholders of the companies for which they serve.

Intercorporate  Services Agreement and Rent. Under the Contran ISA, Contran
renders or  provides  for certain  executive,  management,  financial,  internal
audit, accounting, tax, legal, insurance, risk management,  treasury, technical,
consulting, administrative and other services to CompX on a fee basis. Such fees
are  based  upon  estimates  of time  devoted  to the  affairs  of  CompX by the
individual  providers of such  services and Contran's  costs for providing  such
services.  CompX paid  Contran fees of  approximately  $2.1 million for services
rendered  under  the  Contran  ISA  in  2003.  In  addition,  CompX  paid  Valhi
approximately $18,000 in rent for 2003 for use of a portion of Valhi's corporate
office  space as CompX's  principal  offices.  The  current  Contran  ISA has an
initial  term that  expires on December  31, 2004 and  thereafter  automatically
extends on a quarter-to-quarter  basis,  generally subject to the termination by
either party pursuant to a written  notice  delivered 30 days prior to the start
of the next quarter.  CompX anticipates paying Contran $2.3 million for services
rendered under the Contran ISA in 2004.

Insurance  Matters.  Contran  and  CompX  participate  in a  combined  risk
management  program.  Pursuant  to  the  program,  Contran  and  certain  of its
subsidiaries and affiliates, including CompX and certain of its subsidiaries and
affiliates,  purchase certain of their insurance  policies as a group,  with the
costs of the jointly owned policies being  apportioned  among the  participating
companies. Tall Pines Insurance Company ("Tall Pines"), Valmont and EWI RE, Inc.
("EWI") provide for or broker these insurance  policies.  Tall Pines and Valmont
are captive insurance  companies wholly owned by Valhi, and EWI is a reinsurance
brokerage  firm wholly owned by NL. A son-in-law of Harold C. Simmons  serves as
EWI's chairman of the board and chief marketing officer and is compensated as an
employee of EWI.  Consistent  with  insurance  industry  practices,  Tall Pines,
Valmont and EWI receive commissions from insurance and reinsurance  underwriters
for the policies that they provide or broker.

With respect to certain of such jointly  owned  insurance  policies,  it is
possible that unusually  large losses  incurred by one or more insureds during a
given  policy  period  could  leave the other  participating  companies  without
adequate  coverage under that policy for the balance of the policy period.  As a
result,  Contran and certain of its subsidiaries or affiliates,  including CompX
and certain of its subsidiaries or affiliates,  have entered into a loss sharing
agreement  under which any uninsured  loss is shared by those  entities who have
submitted claims under the relevant  policy.  CompX believes the benefits in the
form of reduced premiums and broader coverage associated with the group coverage
for such  policies  justify  the risks  associated  with the  potential  for any
uninsured loss.

-21-

During 2003, Contran and its related parties paid premiums of approximately
$16.7  million for  policies  Tall Pines or Valmont  provided  or EWI  brokered,
including  approximately  $1.0 million CompX and its  subsidiaries  paid.  These
amounts  principally  included  payments for reinsurance and insurance  premiums
paid to unrelated  third  parties,  but also included  commissions  paid to Tall
Pines,  Valmont and EWI.  In CompX's  opinion,  the  amounts  that CompX and its
subsidiaries  paid for these insurance  policies and the allocation  among CompX
and its affiliates of relative insurance premiums are reasonable and at least as
favorable  to  those  they  could  have  obtained  through  unrelated  insurance
companies or brokers.  CompX expects that these  relationships  with Tall Pines,
Valmont and EWI will continue in 2004.

State  Income  Taxes.  CompX is a separate  United  States  federal  income
taxpayer and is not a member of Contran's  consolidated  United  States  federal
income tax group. CompX is, however, a part of consolidated tax returns filed by
Contran in certain  United  States state  jurisdictions.  For such  consolidated
state tax returns, intercompany allocations of state tax provisions are computed
on a separate company basis,  and CompX makes payments to, or receives  payments
from,  Valhi in the amounts  that would have been paid to or  received  from the
respective  state tax  authority  had CompX not been a part of the  consolidated
state tax  return.  In 2003,  pursuant to these  consolidated  state tax returns
filed by  Contran,  CompX  paid Valhi  $210,000,  but also  received  from Valhi
$602,000.

Law Firm  Relationship.  In 2003,  Contran  and its  affiliates,  including
CompX, paid to Rogers & Hardin, LLP, a law firm of which CompX's director Edward
J. Hardin is a partner,  fees for services  Rogers & Hardin LLP rendered to such
entities.  CompX presently  expects,  and understands that Contran and its other
affiliates presently expect, to continue their relationship with Rogers & Hardin
LLP in 2004.

-22-

INDEPENDENT AUDITOR MATTERS

Independent Auditor.  The firm of PricewaterhouseCoopers LLP ("PwC") served
as CompX's  independent  auditor for the year ended  December 31, 2003.  CompX's
audit  committee  has  appointed  PwC  to  review  CompX's  quarterly  unaudited
consolidated  financial  statements to be included in its  Quarterly  Reports on
Form  10-Q for the first  three  quarters  of 2004.  CompX  expects  PwC will be
considered  for  appointment  to audit  CompX's  annual  consolidated  financial
statements for the year ending December 31, 2004. Representatives of PwC are not
expected to attend the Meeting.

Audit Committee  Report.  The  audit committee of the Board of Directors is
comprised of three directors and operates under a written charter adopted by the
Board of Directors.  All members of the audit  committee  meet the  independence
standards established by the Board of Directors, the NYSE and promulgated by the
SEC  under  the  Sarbanes-Oxley  Act of 2002.  The  Board of  Directors  adopted
revisions to the audit  committee's  charter in February 2004. The revised audit
committee charter is included as Appendix A to this proxy statement, and will be
available on CompX's  website at  www.compxnet.com  in accordance  with the NYSE
listing standards.

CompX's  management  is  responsible  for  preparing  CompX's  consolidated
financial statements in accordance with accounting principles generally accepted
in the  United  States of  America  ("GAAP").  CompX's  independent  auditor  is
responsible for auditing CompX's consolidated financial statements in accordance
with auditing  standards  generally accepted in the United States of America and
for expressing an opinion on the conformity of CompX's financial statements with
GAAP.  The audit  committee  assists the Board of  Directors in  fulfilling  its
responsibility  to oversee  management's  implementation  of  CompX's  financial
reporting  process.  In its oversight  role,  the audit  committee  reviewed and
discussed the audited financial statements with management and with PwC, CompX's
independent auditor for 2003.

The audit  committee met privately with PwC and discussed any issues deemed
significant by the  independent  auditor,  including the required  matters to be
discussed by Statement of Auditing  Standards No. 61,  Communication  With Audit
Committee,  as  amended.  PwC  has  provided  to  the  audit  committee  written
disclosures  and the letter  required  by  Independence  Standards  Board No. 1,
Independence  Discussions  with  Audit  Committees,   and  the  audit  committee
discussed with PwC that firm's independence.  The audit committee also concluded
that PwC's  provision  of  non-audit  services  to CompX and its  affiliates  is
compatible with PwC's independence.

Based upon the foregoing considerations, the audit committee recommended to
the Board of Directors that CompX's audited financial  statements be included in
its Annual Report on Form 10-K for 2003.

Members  of the  audit  committee  of the Board of  Directors  respectfully
submit the foregoing report.

Keith R. Coogan                        Ann Manix
Chairman of the Audit Committee        Member of the Audit Committee

Paul M. Bass, Jr.
Member of the Audit Committee

-23-

Fees Paid to PwC.  The  following  table shows the  aggregate  fees PwC has
billed  or is  expected  to bill to  CompX  and its  subsidiaries  for  services
rendered for 2002 and 2003.

Type of Fees                    2002         2003
-------------------------------------    -----------  -----------

Audit Fees (1).......................    $   283,058  $   321,031
Audit-Related Fees (2)...............         53,839       12,932
Tax Fees (3).........................         54,632       37,354
All Other Fees (4)...................         10,680       25,810

Total................................    $   402,209  $   397,127

_________

(1)  Fees for the following services:

(a)  audits of CompX's consolidated  year-end financial statements for each
year;
(b)  reviews of the unaudited quarterly financial  statements  appearing in
CompX's Forms 10-Q for each of the first three quarters of each year;
(c)  normally provided  statutory or regulatory  filings or engagements for
each year; and
(d)  the  estimated  out-of-pocket  costs PwC incurred in providing  all of
such services for which CompX reimburses PwC.

(2)  Fees for employee benefit plan audits.

(3)  Fees for tax compliance, tax advice and tax planning services.

(4)  Fees for all services not described in the other categories.  For 2002, the
disclosed  fees include  consulting  and software  services.  For 2003, the
disclosed fees include fees for an annual software  license and maintenance
and an agreed upon procedures report for the Dutch government related to an
employee severance plan.

Preapproval  Polices and  Procedures.  The  audit  committee  has adopted a
preapproval  policy,  a copy of which is  attached  as  Appendix B to this proxy
statement.  As of May 6,  2003,  the  audit  committee  became  responsible  for
preapproving  every  engagement of PwC to perform audit or nonaudit  services on
behalf of CompX or any of its  subsidiaries.  Since May 6, 2003,  10% of the all
other  fees paid to PwC in 2003  were for  services  for  which  the de  minimus
exception, as defined in Section 202 of the Sarbanes-Oxley Act of 2002, applied.

OTHER MATTERS

The Board of Directors  knows of no other  business  that will be presented
for consideration at the Meeting.  If any other matters properly come before the
Meeting,  the persons  designated as agents in the enclosed proxy card or voting
instruction  form will vote on such matters in accordance with their  reasonable
judgment.

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2005 ANNUAL MEETING

Stockholders  may submit  proposals on matters  appropriate for stockholder
action at CompX's annual stockholders meetings, consistent with rules adopted by
the SEC.  CompX must receive such  proposals not later than December 15, 2004 to
be  considered  for  inclusion  in the proxy  statement  and form of proxy  card
relating to the Annual Meeting of Stockholders  in 2005.  CompX's bylaws require
that the proposal must set forth a brief  description of the proposal,  the name
and address of the proposing  stockholder as they appear on CompX's  books,  the
number of shares of CompX  Common Stock the  stockholder  holds and any material
interest the stockholder has in the proposal.

-24-

The Board of Directors will consider the director  nominee  recommendations
of CompX  stockholders.  CompX's  bylaws require that a nomination set forth the
name and  address  of the  nominating  stockholder,  a  representation  that the
stockholder  will be a  stockholder  of record  entitled  to vote at the  annual
stockholders  meeting and intends to appear in person or by proxy at the meeting
to nominate the nominee,  a description of all  arrangements  or  understandings
between the stockholder and the nominee (or other persons  pursuant to which the
nomination is to be made), such other information regarding the nominee as would
be  required to be included  in a proxy  statement  filed  pursuant to the proxy
rules of the SEC and the consent of the nominee to serve as a CompX  director if
elected.

The Board of Directors has no specific minimum  qualifications for director
candidates.  The Board of Directors will consider a potential director nominee's
ability to satisfy the need, if any, for any required  expertise on the Board of
Directors  or  one  of  its  committees.   Historically,  CompX  management  has
recommended director nominees to the Board of Directors.  Because under the NYSE
listing standards CompX may be deemed to be a controlled  company,  the Board of
Directors  believes that it is  appropriate  that CompX not have any  additional
policies or procedures with regard to the  consideration of director  candidates
recommended by its stockholders.

For  proposals  or  director  nominations  to be brought at the 2005 Annual
Meeting  of  Stockholders  but not  included  in the  proxy  statement  for such
meeting,  CompX's  bylaws  require  that  the  proposal  or  nomination  must be
delivered or mailed to the  principal  executive  offices of CompX no later than
forty-five  days prior to the earlier of the date (as if in the current year) on
which  notice  of the date of the last  annual  meeting  was  mailed  or  public
disclosure of the date of the meeting was made. Proposals and nominations should
be addressed to: Corporate  Secretary,  CompX  International Inc., Three Lincoln
Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Stockholders  who wish to communicate with the Board of Directors may do so
through the  following  procedures.  Stockholder  communications  not  involving
complaints or concerns regarding  accounting,  internal  accounting controls and
auditing matters related to CompX  ("Accounting  Complaints or Concerns") may be
sent to CompX's corporate  secretary at CompX  International Inc., Three Lincoln
Centre,  5430 LBJ Freeway,  Suite 1700,  Dallas,  Texas 75240-2697.  Stockholder
communications  that  relate  to  matters  that  are  within  the  scope  of the
responsibilities  of the Board of Directors and its committees,  or summaries of
such communications, will be forwarded to the chairman of the audit committee.

Accounting Complaints or Concerns, which may be made anonymously, should be
sent to CompX's general  counsel with a copy to CompX's chief financial  officer
at the  same  address  as the  corporate  secretary.  Accounting  Complaints  or
Concerns  will be forwarded to the chairman of the audit  committee.  CompX will
keep Accounting Complaints or Concerns confidential and anonymous, to the extent
feasible,  subject to  applicable  law.  Information  contained in an Accounting
Complaint or Concern may be  summarized,  abstracted and aggregated for purposes
of analysis and investigation.

2003 ANNUAL REPORT ON FORM 10-K

A copy of  CompX's  Annual  Report on Form 10-K for the  fiscal  year ended
December  31,  2003,  as filed with the SEC,  is  included as part of the annual
report mailed to CompX's  stockholders  with this proxy  statement.  This Annual
Report on Form 10-K may also be accessed on CompX's website at www.compxnet.com.

ADDITIONAL COPIES

Pursuant to an SEC rule concerning the delivery of annual reports and proxy
statements,  a single set of these  documents  may be sent to any  household  at
which two or more  stockholders  reside if they appear to be members of the same
family.  Each  stockholder  continues  to receive a separate  proxy  card.  This
procedure,  referred  to  as  householding,  reduces  the  volume  of  duplicate
information  stockholders  receive and reduces mailing and printing expenses.  A
number of  brokerage  firms have  instituted  householding.  Certain  beneficial
stockholders who share a single address may have received a notice that only one
annual  report  and  proxy  statement  would  be sent to that  address  unless a
stockholder  at that  address  gave  contrary  instructions.  If, at any time, a
stockholder who holds shares through a broker no longer wishes to participate in
householding  and would prefer to receive a separate proxy statement and related
materials,  or if such  stockholder  currently  receives  multiple copies of the
proxy  statement  and related  materials at his or her address and would like to
request householding of CompX communications,  the stockholder should notify his
or her broker.  Additionally,  CompX will  promptly  deliver a separate  copy of
CompX's  2003 annual  report or this proxy  statement  to any  stockholder  at a
shared address to which a single copy of such documents was delivered,  upon the
written or oral request of the stockholder.

-25-

To obtain  copies of CompX's  2003  annual  report or this proxy  statement
without  charge,  please  mail your  request to A.  Andrew R.  Louis,  Corporate
Secretary,  at CompX International Inc., Three Lincoln Centre, 5430 LBJ Freeway,
Suite 1700, Dallas, Texas 75240-2697, or call him at 972.233.1700.

CompX International Inc.

Dallas, Texas
April 14, 2004

-26-

Appendix A

CompX International Inc.

Audit Committee Charter

Adopted February 24, 2004

____________________

ARTICLE I.
PURPOSE

The   audit   committee   assists   the  board  of   directors'   oversight
responsibilities  relating to the financial  accounting and reporting  processes
and auditing  processes of the corporation.  The audit committee shall assist in
the oversight of:

-    the integrity of the corporation's financial statements;

-    the corporation's compliance with legal and regulatory requirements;

-    the independent auditor's qualifications and independence; and

-    the  performance  of the  corporation's  internal  audit  function and
independent auditor.

ARTICLE II.
RELATIONSHIP WITH MANAGEMENT AND THE INDEPENDENT AUDITOR

Management  is  responsible  for  preparing  the  corporation's   financial
statements.  The corporation's  independent  auditor is responsible for auditing
the financial  statements.  The activities of the audit  committee are in no way
designed  to  supersede  or  alter  these  traditional   responsibilities.   The
corporation's  independent auditor and management have more time,  knowledge and
detailed  information about the corporation than do the audit committee members.
Accordingly,  the audit committee's role does not provide any special assurances
with regard to the corporation's financial statements.  Each member of the audit
committee,  in the performance of such member's duties, will be entitled to rely
in good faith upon the information, opinions, reports or statements presented to
the audit committee by any of the corporation's  officers or employees or by any
other person as to matters such member reasonably believes are within such other
person's  professional  or  expert  competence  and who has been  selected  with
reasonable care by or on behalf of the corporation.

ARTICLE III.
AUTHORITY AND RESOURCES

The audit  committee  shall have the authority  and resources  necessary or
appropriate  to discharge its  responsibilities.  The audit  committee  shall be
provided with full access to all books, records, facilities and personnel of the
corporation in carrying out its duties.  The audit committee shall have the sole
authority with regard to the independent  auditor as set forth in Article V, and
the authority to engage independent counsel and other advisors, as it determines
is necessary to carry out its duties. The corporation shall provide  appropriate
funding,  as the audit  committee  determines  is  necessary or  appropriate  in
carrying  out its  duties,  for the  committee  to  engage  and  compensate  the
independent auditor or legal counsel or other advisors to the committee,  and to
pay the committee's ordinary administrative expenses.

A-1

ARTICLE IV.
COMPOSITION AND MEETINGS

The board of  directors  shall set the number of directors  comprising  the
audit  committee  from time to time,  which number shall not be less than three.
The board of directors shall designate a chairperson of the audit committee. The
number of directors comprising the audit committee and the qualifications, which
members  will  all be  financially  literate  with at least  one  being an audit
committee  financial  expert,  and  independence  of each  member  of the  audit
committee shall at all times satisfy all applicable requirements, regulations or
laws,  including,  without  limitation,  the rules of any  exchange  or national
securities association on which the corporation's securities trade. Simultaneous
service  on more than  three  non-affiliated  public  company  audit  committees
requires a special  determination  by the board of  directors  and, if required,
disclosure  in  the  annual  proxy  statement.  The  board  of  directors  shall
determine, in its business judgment,  whether the members of the audit committee
satisfy all such requirements, regulations or laws.

The audit  committee  shall meet at least  quarterly  and as  circumstances
dictate.  Regular  meetings of the audit  committee  may be held with or without
prior  notice  at such  time and at such  place as  shall  from  time to time be
determined by the chairperson of the audit committee,  any of the  corporation's
executive officers or the secretary of the corporation.  Special meetings of the
audit  committee  may be called by or at the  request of any member of the audit
committee,  any of the corporation's  executive  officers,  the secretary of the
corporation or the  independent  auditor,  in each case on at least  twenty-four
hours notice to each member.

A majority of the audit committee members shall constitute a quorum for the
transaction of the audit  committee's  business.  The audit  committee shall act
upon the vote of a majority of its  members at a duly called  meeting at which a
quorum is present.  Any action of the audit  committee may be taken by a written
instrument signed by all of the members of the audit committee.  Meetings of the
audit committee may be held at such place or places as the audit committee shall
determine or as may be specified or fixed in the respective  notice or waiver of
notice for a meeting.  Members of the audit  committee may  participate in audit
committee proceedings by means of conference telephone or similar communications
equipment by means of which all persons  participating  in the  proceedings  can
hear each other, and such participation  shall constitute  presence in person at
such proceedings.

ARTICLE V.
RESPONSIBILITIES

To fulfill its  responsibilities,  the audit  committee  shall  perform the
following activities.

Financial Disclosure

-    Review  and  discuss  the   corporation's   annual  audited  financial
statements and quarterly financial  statements with management and the
independent  auditor,  and the corporation's  related disclosure under
"Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations."

-    Recommend to the board of directors, if appropriate,  that the audited
financial statements be included in the corporation's Annual Report on
Form  10-K  to  be  filed  with  the  U.S.   Securities  and  Exchange
Commission.

-    Generally  discuss  (i.e., a discussion of the types of information to
be disclosed and the type of  presentation to be made) with management
and the independent  auditor, as appropriate,  earnings press releases
and financial  information and earnings  guidance provided to analysts
and rating  agencies.  The audit committee need not discuss in advance
each earnings  release or each instance in which the  corporation  may
provide earnings guidance.

-    Prepare  such  reports of the audit  committee  for the  corporation's
public disclosure documents as applicable requirements, regulations or
laws may require from time to time, which includes the audit committee
report as required by the U.S.  Securities and Exchange  Commission to
be included in the corporation's annual proxy statement.

A-2

-    Review significant  accounting and reporting issues,  including recent
professional and regulatory pronouncements or proposed pronouncements,
and understand their impact on the corporation's financial statements.

-    Ascertain from officers signing  certifications  whether there existed
any significant  deficiencies  or any material  weaknesses of internal
control and any fraud.

Independent Auditor

-    Appoint,  compensate,  retain and oversee (including the resolution of
disagreements between management and the independent auditor regarding
financial  reporting) the work of any independent  auditor engaged for
the  purpose of  preparing  or issuing an audit  report or  performing
other audit, review or attest services for the corporation.

-    Provide  that the  independent  auditor  report  directly to the audit
committee.

-    Annually review the  qualifications,  independence  and performance of
the independent auditor, including an evaluation of the lead partner

-    Receive such reports and communications  from the independent  auditor
and take such actions as are required by auditing standards  generally
accepted in the United States of America or  applicable  requirements,
regulations  or  laws,  including,  to the  extent  so  required,  the
following:

o    prior  to the  annual  audit,  review  with  management  and  the
independent auditor the scope and approach of the annual audit;

o    review any changes in the independent  auditor's scope during the
audit, and after the annual audit, review with management and the
independent  auditor  the  independent  auditor's  reports on the
results of the annual audit;

o    review  with  the  independent  auditor  any  audit  problems  or
difficulties and management's response;

o    review  with the  independent  auditor  prior to filing the audit
report  with the U.S.  Securities  and  Exchange  Commission  the
matters  required to be discussed by the  Statement on Accounting
Standards 61, as amended, supplemented or superseded; and

o    at least annually,  obtain and review a report by the independent
auditor describing:

*    the   independent   auditor's   internal   quality   control
procedures;

*    any  material  issues  raised  by the most  recent  internal
quality control review,  or peer review,  of the independent
auditor or by any inquiry or  investigation  by governmental
or  professional  authorities,  within  the  preceding  five
years,  with  respect  to one  or  more  independent  audits
carried out by the independent  auditor, and any steps taken
to deal with any such issues; and

*    all  relationships  between the independent  auditor and the
corporation  in order to assess the auditor's  independence,
including the written  disclosures  required by Independence
Standards  Board  Standard No. 1,  Independence  Discussions
with  Audit   Committees,   as  amended,   supplemented   or
superseded.

-    Establish   preapproval   policies  and   procedures   for  audit  and
permissible  non-audit  services provided by the independent  auditor.
The audit committee shall be responsible for the preapproval of all of
the  independent  auditor's  engagement fees and terms, as well as all
permissible  non-audit  engagements  of the  independent  auditor,  as
required by applicable  requirements,  regulations  or laws. The audit
committee  may  delegate  to  one  or  more  of its  members  who  are
independent  directors  the  authority  to  grant  such  preapprovals,
provided  the  decisions  of any  such  member  to whom  authority  is
delegated  shall be presented to the full audit  committee at its next
scheduled meeting.

A-3

-    Set clear  hiring  policies for  employees or former  employees of the
independent auditor.

-    Ensure  that  significant  findings  and  recommendations  made by the
independent  auditor are received and discussed on a timely basis with
the audit committee and management.

Other Responsibilities

-    Discuss  periodically  with  management  the  corporation's   policies
regarding risk assessment and risk management.

-    Meet separately,  periodically, with management, the internal auditors
(or other  personnel  responsible for the internal audit function) and
the independent auditor.

-    Establish  procedures  for the  receipt,  retention  and  treatment of
complaints received by the corporation regarding accounting,  internal
accounting controls or auditing matters,  including procedures for the
confidential,  anonymous submission by employees of concerns regarding
questionable accounting or auditing matters.

-    Review  periodically  the reports and activities of the internal audit
function and the  coordination of the internal audit function with the
independent auditor.

-    Conduct an annual evaluation of its own performance.

-    Report   regularly  to  the  board  of  directors  on  its   oversight
responsibilities set forth in Article I.

-    Review and reassess this charter periodically.  Report to the board of
directors any suggested changes to this charter.

-    Meet  periodically  with officers of the  corporation  responsible for
legal and regulatory compliance by the corporation.

ARTICLE VI.
MISCELLANEOUS

The audit  committee  may from time to time  perform  any other  activities
consistent  with  this  charter,  the  corporation's   charter  and  bylaws  and
applicable  requirements,  regulations  or laws,  as the audit  committee or the
board of directors deems necessary or appropriate.

ADOPTED BY THE BOARD OF  DIRECTORS  OF
COMPX INTERNATIONAL INC. ON FEBRUARY 24,
2004.

/s/ A. Andrew R. Louis 
A. Andrew R. Louis, Secretary

A-4

Appendix B

CompX International Inc.

Audit Committee Preapproval Policy

Adopted February 24, 2004

____________________

Section 1. - Statement of Principles

The Audit  Committee  is  required,  subject to any  de-minimus  exceptions
permitted by applicable law or regulation, to preapprove the audit and non-audit
services  performed  by the  independent  auditor  in order to  assure  that the
provision of such services do not impair the auditors' independence.

This Policy applies to services provided by the accounting firm that serves
CompX  International  Inc. and its  subsidiaries  (the "Company") as its primary
independent auditor, and any international affiliates thereof.

Unless a type of  service  to be  provided  by the  independent  auditor is
subject to  preapproval  under  Sections 3 or 4 of this Policy,  it will require
specific  preapproval by the Audit Committee under Section 2 of this Policy.  In
addition,  any proposed  services subject to preapproval under Section 3 of this
Policy  that  exceeds the  applicable  preapproved  fee level will also  require
preapproval under either Section 2 or Section 4 of this Policy.  Notwithstanding
the foregoing,  the  preapproval  requirements  under this Policy is waived with
respect to the provision of permitted  non-Audit  Services to the extent allowed
by applicable law or regulation.

Section 2. - Specific Preapproval

Subject to Sections 4 and 5 of this Policy,  the  following  describes  the
Audit and Audit-related  services to be provided by the independent auditor that
must have the specific preapproval of the Audit Committee before the independent
auditor can be engaged:

-    Annual audits of the consolidated financial statements of the Company,
attestation  services associated with the Company's system of internal
control over financial  reporting and other services  associated  with
the Company's Annual Report on Form 10-K;
-    Quarterly review  procedures  associated with the Company's  unaudited
interim   consolidated   financial   statements   and  other  services
associated with the Company's Quarterly Reports on Form 10-Q;
-    Services associated with registration  statements filed by the Company
with  the  Securities  and  Exchange  Commission  ("SEC"),   including
responding to SEC comment letters and providing comfort letters;
-    Statutory audits or annual audits of the annual  financial  statements
of subsidiaries of the Company;
-    Quarterly  review  procedures of the interim  financial  statements of
subsidiaries  of the Company; 
-    Services associated with potential business  acquisitions/dispositions
involving the Company;
-    Any other services provided to the Company not specifically  described
above or in Section 3 of this Policy; and
-    Any material changes in terms,  conditions or fees with respect to the
foregoing resulting from changes in audit scope,  Company structure or
other applicable matters.

Section 3. - Other Categories of Preapproval

Audit-related   services  are  assurance  and  related  services  that  are
reasonably  related to the  performance  of the audit or review of the Company's
financial  statements and that are  traditionally  performed by the  independent
auditor.  The Audit Committee believes that the provision of all of the services
described  below  does  not  impair  the  independence  of  the  auditor  and is
consistent with the SEC's rules on auditor independence.

B-1

Subject to Section 5 of this Policy,  the following  Audit,  Audit-related,
Tax and All Other services to be provided by the  independent  auditor will have
the  preapproval  of the Audit  Committee,  subject to the  limitation  that the
aggregate  fees for such  services  provided by the  independent  auditor in any
calendar year may not exceed the limits established by the Audit Committee.  The
Audit Committee will periodically  revise the list of pre-approved  services and
the fee limitation based on subsequent determinations as it deems appropriate.

-    Audit Services:

o    Consultations with the Company's  management as to the accounting
and/or disclosure  treatment of transactions or events and/or the
actual or potential impact of final or proposed rules,  standards
or interpretations of the SEC, the Financial Accounting Standards
Board,  the Public Company  Accounting  Oversight  Board or other
applicable    domestic    or    international    regulatory    or
standard-setting  bodies; and
o    Assistance with responding to SEC comment letters received by the
Company other than in connection  with a  registration  statement
filed with the SEC.

-    Audit-related Services:

o    Consultations with the Company's  management as to the accounting
and/or disclosure  treatment of transactions or events and/or the
actual or potential impact of final or proposed rules,  standards
or interpretations of the SEC, the Financial Accounting Standards
Board,  the Public Company  Accounting  Oversight  Board or other
applicable    domestic    or    international    regulatory    or
standard-setting    bodies   (note,   under   SEC   rules,   some
consultations may be "audit" rather than "audit-related").
o    Financial  statement  audits  of  employee  benefit  plans of the
Company;
o    Agreed-upon or expanded audit procedures related to the Company's
accounting   records  required  to  respond  to  or  comply  with
financial, accounting, legal, regulatory or contractual reporting
requirements; and
o    Internal  control  reviews and assistance  with internal  control
reporting requirements of the Company (to the extent permitted by
applicable rule or regulation).

-    Tax Services:

o    Consultations  with  the  Company's  management  as  to  the  tax
treatment  of   transactions  or  events  and/or  the  actual  or
potential  tax  impact  of  final or  proposed  laws,  rules  and
regulations in U.S.  federal,  state and local and  international
jurisdictions;
o    Consultations with the Company's management related to compliance
with existing or proposed tax laws, rules and regulations in U.S.
federal,  state  and  local and  international  jurisdictions;  o
Assistance in the preparation of and review of the Company's U.S.
federal, state and local and international income,  franchise and
other tax returns;
o    Assistance with tax inquiries,  audits and appeals of the Company
before the U.S. Internal Revenue Service and similar state, local
and international agencies;
o    Consultations  with the Company's  management  regarding domestic
and international  statutory,  regulatory or  administrative  tax
developments;
o    Transfer pricing and cost segregation studies of the Company; and
o    Expatriate  tax assistance and compliance for the Company and its
employees.

-    Other Services:

o    Assistance   with   corporate   governance   matters   (including
preparation of board minutes and resolutions) and assistance with
the  preparation  and filing of  documents  (such as paperwork to
register new  companies  or to  de-register  existing  companies)
involving the Company with non-U.S.  governmental  and regulatory
agencies,  provided,  however, that the non-U.S.  jurisdiction in
which  such  services  are  provided  does not  require  that the
individual  providing  such  service  be  licensed,  admitted  or
otherwise qualified to practice law.

Any services provided by the independent  auditor under this Section of the
Policy  shall be  reported  to the full  Audit  Committee  by an  officer of the
Company  at the first  meeting of the Audit  Committee  held  subsequent  to the
engagement  of the  independent  auditor to provide such  services.  Such report
shall include detailed back-up documentation provided by the independent auditor
regarding the services provided.

B-2

Section 4. - Delegation

Subject to Section 5 of this  Policy,  the Audit  Committee  has  delegated
preapproval  authority to the Audit Committee  Chairman or his/her  designee for
(i) any  proposed  services  described in Section 3 of this Policy to the extent
that the aggregate fees for such services  provided by the  independent  auditor
during the then-current calendar year has exceeded the limits established by the
Audit  Committee or (ii) any other  proposed  services that are not described in
Section 3 of this Policy that the Audit Committee  Chairman or his/her  designee
determines  to be  appropriate  or necessary.  The Chairman or his/her  designee
shall report any  pre-approval  decisions  under this Section 4 of the Policy to
the full  Audit  Committee  at the first  meeting  of the Audit  Committee  held
subsequent to such pre-approval  decision. The Audit Committee does not delegate
its  responsibilities  to  pre-approve  services  performed  by the  independent
auditor to management.

Section 5. - Prohibited Non-Audit Services

The  following  is a list of non-audit  services for which the  independent
auditor is prohibited from providing to the Company under the terms of the SEC's
rules on auditor independence:

-    Bookkeeping  or other services  related to the  accounting  records or
financial statements of the Company;
-    Financial information systems design and implementation;
-    Appraisal    or    valuation    services,    fairness    opinions   or
contribution-in-kind reports;
-    Actuarial services;
-    Internal audit outsourcing services;
-    Management functions;
-    Human resources;
-    Broker, dealer, investment adviser or investment banking services;
-    Legal  services  to the  extent  that the  jurisdiction  in which such
services are provided  requires  that the  individual  providing  such
service be licensed,  admitted or otherwise qualified to practice law;
and
-    Expert services unrelated to the audit.

Section 6. - Procedures

Applications  to provide  services  that require  preapproval  by the Audit
Committee  under Section 2 of this Policy,  or that require  preapproval  of the
Chairman of the Audit  Committee  or his/her  designee  under  Section 4 of this
Policy, must be made by an auditor in writing. Such an application,  which shall
include  detailed  back-up  documentation  provided by the  independent  auditor
regarding the services  provided,  shall be submitted to the Audit  Committee or
the Chairman of the Audit Committee, as applicable, for final resolution.

Section 7. - Engagement Letters

Engagement  of the  independent  auditor  under this  Policy to provide the
following  services must be evidenced  pursuant to a written  engagement  letter
with the independent auditor that must at least be signed by the Chairman of the
Audit Committee or his/her designee before the engagement can commence:

-    Annual audits of the consolidated financial statements of the Company,
attestation  services associated with the Company's system of internal
control over financial  reporting and other services  associated  with
the Company's Annual Report on Form 10-K;
-    Quarterly review  procedures  associated with the Company's  unaudited
interim   consolidated   financial   statements   and  other  services
associated with the Company's Quarterly Reports on Form 10-Q;
-    Services associated with registration  statements filed by the Company
with  the  SEC,  including  responding  to  SEC  comment  letters  and
providing comfort letters; and

B-3

-    Any other  engagement as may be determined  from  time-to-time  by the
Audit  Committee  or the  Chairman of the Audit  Committee  or his/her
designee.

Any other  engagement of the  independent  auditor under this Policy may be
evidenced pursuant to a written engagement letter with the independent  auditor,
as may be required by the Audit  Committee,  the Chairman of the Audit Committee
or his/her  designee,  the  independent  auditor  or an officer of the  Company,
before the engagement can commence.  Any such engagement  letter may, but is not
required  to, be signed  by the  Chairman  of the  Audit  Committee  or  his/her
designee.

B-4

CompX International Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas  75240-2697

--------------------------------------------------------------------------------
Proxy - CompX International Inc.
--------------------------------------------------------------------------------

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF COMPX  INTERNATIONAL INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 19, 2004

The undersigned hereby appoints David A. Bowers, Darryl R. Halbert and A. Andrew
R. Louis, and each of them, proxy and attorney-in-fact for the undersigned, with
full power of  substitution,  to vote on behalf of the  undersigned  at the 2004
Annual Meeting of Stockholders  (the "Meeting") of CompX  International  Inc., a
Delaware corporation ("CompX"), to be held at CompX's corporate offices at Three
Lincoln Centre, 5430 LBJ Freeway,  Suite 1700, Dallas,  Texas on Wednesday,  May
19, 2004, at 10:00 a.m. (local time),  and at any adjournment or postponement of
the Meeting,  all of the shares of class A and class B common  stock,  par value
$0.01 per share,  of CompX  standing in the name of the  undersigned or that the
undersigned  may be  entitled  to vote on the  proposals  set forth,  and in the
manner directed, on this proxy card.

THIS PROXY MAY BE REVOKED AS SET FORTH IN THE COMPX PROXY
STATEMENT THAT ACCOMPANIED THIS PROXY CARD.

The proxies, if this card is properly executed, will vote in the manner directed
on this card. If no direction is made,  the proxies will vote "FOR" all nominees
named on the reverse  side of this card for  election as  directors  and, to the
extent allowed by the federal  securities laws, in the discretion of the proxies
as to all other  matters  that may  properly  come  before the  Meeting  and any
adjournment or postponement thereof.

PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
SEE REVERSE SIDE.

CompX International Inc.

[Name]
[Address]

[  ]    Mark this box with an X if you have made changes to your name or address
details above.

--------------------------------------------------------------------------------
Annual Meeting Proxy Card
--------------------------------------------------------------------------------
A.       Election of Directors

1.       The board of directors recommends a vote FOR the listed nominees.

For               Withhold
01  Paul M. Bass, Jr.                        [  ]                 [  ]
02  David A. Bowers                          [  ]                 [  ]
03  Keith R. Coogan                          [  ]                 [  ]
04  Edward J. Hardin                         [  ]                 [  ]
05  Ann Manix                                [  ]                 [  ]
06  Glenn R. Simmons                         [  ]                 [  ]
07  Steven L. Watson                         [  ]                 [  ]

B.       Other Matters

The board of directors recommends a vote FOR the following proposal.

2.       In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting and any adjournment or
postponement thereof.

[ ] FOR                 [ ] AGAINST                     [ ] ABSTAIN

C.       Authorized  Signatures - Sign Here - This section must be completed for
your instructions to be executed.

NOTE:    Please sign exactly as the name that appears on this card. Joint owners
should each sign.  When signing other than in an  individual  capacity,
please fully describe such capacity.  Each signatory hereby revokes all
proxies heretofore given to vote at said Meeting and any adjournment or
postponement thereof.

Signature 1 -             Signature 2 -             Date (mm/dd/yyyy)
Please keep signature     Please keep signature
within box                within box

[                    ]    [                    ]    [ ][ ]/[ ][ ]/[ ][ ][ ][ ]
--------------------      --------------------